Technical Instruction for the Preparation and Electronic Submission of Applications for Prospect Approval in Connection with Public Offers and Admission of Securities to Regulated Markets

Based on the provisions of Article 15, point 7 of the Act on the Croatian Financial Services Supervisory Agency (Official Gazette Nos. 140/05 and 12/12), the Croatian Financial Services Supervisory Agency, at its Management Board meeting held on January 19, 2023, adopts

TECHNICAL INSTRUCTION FOR THE PREPARATION AND ELECTRONIC SUBMISSION OF APPLICATIONS FOR PROSPECT APPROVAL IN CONNECTION WITH PUBLIC OFFERS AND ADMISSION OF SECURITIES TO REGULATED MARKETS

1. INTRODUCTION
   The Technical Instruction for the preparation and electronic submission of applications for prospect approval in connection with public offers and admission of securities to regulated markets (hereinafter: Technical Instruction) contains a description of signing with a qualified electronic signature, as well as the registration, access, login, and operation procedures of persons authorized to access the reporting system of the Croatian Financial Services Supervisory Agency (hereinafter: Hanfa) when submitting applications for prospect approval and other requests, submissions, and documentation related to public offers and admission of securities to regulated markets into Hanfa's reporting system in electronic form, signed with a qualified electronic signature. This Technical Instruction applies to issuers, offerors, and persons seeking admission of securities to regulated markets who submit applications for prospect approval, other requests and submissions, and fulfill other obligations related to the prospect to Hanfa. The provisions of this Technical Instruction regarding the submission of applications for prospect approval apply mutatis mutandis to other requests, submissions, and documentation related to public offers and admission of securities to regulated markets at any stage of Hanfa's review and approval process (amendments to the draft prospect, submission of the final draft prospect for approval, etc.) as well as to post-approval obligations.

2. PERSONS AUTHORIZED TO ACCESS THE HANFA REPORTING SYSTEM
   The issuer, offeror, or person seeking admission for trading on a regulated market (hereinafter: Applicant) is obliged to appoint at least one authorized person for accessing Hanfa's reporting system using the appropriate interface on Hanfa's website (https://reports.hanfa.hr/) for the purpose of submitting applications for prospect approval (hereinafter: Application) in electronic form. To obtain authorization to submit Applications to Hanfa's reporting system, the Applicant is obliged to submit a completed Access Form containing data on the physical person authorized to submit Applications. The Access Form is signed with a qualified electronic signature by the physical persons authorized to represent the Applicant. If the Access Form is signed by a proxy of the Applicant, a power of attorney for accessing Hanfa's reporting system must be submitted simultaneously. The power of attorney must contain the first and last name of the proxy of the Applicant and a statement that it concerns access to Hanfa's reporting system, and is signed with a qualified electronic signature by the physical persons authorized to represent the Applicant. The completed Access Form and power of attorney (if applicable) are submitted electronically to Hanfa's contact point or via the email address pisarnica@hanfa.hr. The Access Form and power of attorney may also be submitted via postal service or in person, in which case they are signed by hand and delivered as originals or notarized copies. Upon receipt of a properly completed Access Form, the registered authorized person will be assigned authorization to submit Applications. The Access Form for designating an authorized person of the Applicant to submit Applications to Hanfa's reporting system constitutes Annex I of this Technical Instruction and is published on Hanfa's website. An Applicant that is a legal entity with its seat outside the Republic of Croatia is obliged to simultaneously submit, together with the Access Form from Annex I and power of attorney (if applicable), an extract from the commercial or other competent register to Hanfa electronically via Hanfa's contact point/email (pisarnica@hanfa.hr), showing the list of physical persons authorized to represent the Applicant. The extract may also be submitted via postal service or in person, in which case it is delivered as an original or notarized copy. Foreign language documents must be properly certified and translated into Croatian by a sworn translator. The Applicant is responsible for the accuracy and truthfulness of data regarding authorized persons accessing Hanfa's reporting system for Application submission purposes. Detailed information on the registration of authorized persons in Hanfa's reporting system is provided below.

3. PERSONS AUTHORIZED TO SUBMIT (SIGN) APPLICATIONS
   The application for prospect approval submitted to Hanfa must be signed with a qualified electronic signature. For legal entity Applicants, it is signed by physical persons registered in the commercial or other competent register as authorized representatives of the Applicant. The Applicant may also authorize physical persons, even if not registered in the commercial or other competent register as authorized representatives, to submit (sign) Applications signed with a qualified electronic signature. The power of attorney for representing the Applicant, signed by authorized physical persons with a qualified electronic signature, is submitted as documentation attached to the Application. The Applicant may submit the power of attorney to Hanfa via postal service or in person, in which case authorized physical persons sign it by hand and deliver it as an original or notarized copy. An Applicant that is a legal entity with its seat outside the Republic of Croatia is obliged to submit an extract from the commercial or other competent register as an attachment to the Application, showing persons authorized to represent the Applicant. The extract may also be submitted via postal service or in person, delivered as an original or notarized copy. Foreign language documents must be properly certified and translated into Croatian by a sworn translator. The provisions regarding persons authorized to submit (sign) applications as electronic documents apply mutatis mutandis to natural person Applicants. The Applicant is responsible for the accuracy and truthfulness of data regarding proxies signing Applications for prospect approval. Detailed information on signing with a qualified electronic signature is provided below.

4. TECHNICAL PREREQUISITES FOR OPERATING IN THE HANFA REPORTING SYSTEM
   4.1. Prerequisites for signing with a qualified electronic signature
   A qualified electronic signature is an electronic signature as defined by Regulation (EU) No 910/2014 of the European Parliament and of the Council of July 23, 2014, on electronic identification and trust services for electronic transactions in the internal market (OJ L 257/73, August 28, 2014). To sign with a qualified electronic signature, the Applicant must have a crypto device (or appropriate medium) issued by an authorized certificate issuer, containing two digital certificates:
   a) authentication certificate; and b) qualified electronic signature certificate.
   When signing with a qualified electronic signature, the Applicant is obliged to use the option for separate storage of the original document from the file containing the qualified electronic signature.
   For detailed instructions on operating the e-signature system, the Applicant must consult an authorized digital certificate issuer (a legal entity authorized to issue digital certificates).

4.2. Prerequisites for registration and submission in the Hanfa system
To successfully use Hanfa's reporting system, the Applicant must meet the following prerequisites:
a) hold an authentication certificate issued by the Financial Agency (hereinafter: FINA); b) install required components according to FINA's instructions; c) have a computer with Internet access; d) be registered in Hanfa's reporting system as a user; and e) submit the Access Form for the authorized person of the Applicant (user) to Hanfa. Upon receiving the USB stick with the digital certificate, the user must register their digital certificate using Hanfa's website interface. A user whose valid certificate is already registered in Hanfa does not need to re-register it. To obtain authorization to submit Applications for prospect approval to Hanfa's reporting system, the Applicant is obliged to submit a completed Access Form constituting Annex I of this Technical Instruction (form available on Hanfa's website). After successful registration of the authorized person (user) and receipt of the properly completed Access Form and other documentation (if applicable, power of attorney, register extract), Hanfa will add the authorized person to the user registry and assign them the necessary authorization to submit applications to Hanfa's reporting system.

4.3. Login to the registration interface
Launch your Internet browser and open Hanfa's website: https://www.hanfa.hr.
In the menu on the right side, click on “reports.hanfa.hr”.
Insert the USB stick into your computer and click “Registracija” (Registration) on the right side at the top.
To log in to the system, first select the certificate you wish to use. Select the desired certificate and confirm your selection by clicking “OK”.
After selecting the certificate, you must enter the PIN to access the cryptographic device (USB stick) containing your certificate. Enter the PIN and confirm by clicking “OK”.
If you are already a registered user, the following message will appear on the user interface:
If you are not a registered user, complete the form and select “Registriraj” (Register).
Upon successful registration, you will receive the following notification:

5. METHOD OF DATA SUBMISSION TO THE HANFA REPORTING SYSTEM
   5.1. Prerequisites for operation
   Before logging into Hanfa's reporting system, the Applicant (user) must:
   a) be registered (complete the procedure described in point 4.3 of this Technical Instruction); and b) submit the appropriate Access Form granting authorization to submit Applications (in accordance with point 2 of this Technical Instruction).

5.2. Login to the data submission interface
Launch your Internet browser and open Hanfa's website: https://www.hanfa.hr.
In the menu on the right side, click on “reports.hanfa.hr”.

5.3. Data entry in the Hanfa reporting system
You are at the entrance to Hanfa's electronic data submission interface.
Insert the USB stick into your computer and select the “Prijava” (Login) tab from the menu on the right side.
To log in to the system, first select the certificate you wish to use and confirm your selection by clicking “OK”.
After selecting the certificate, enter the PIN to access the cryptographic device (USB stick) containing your certificate. Enter the PIN and confirm by clicking “OK”.
In case of unsuccessful login, the following message appears:
Upon successful login, the initial user interface is displayed.
The left menu contains “Predaja izvješća” (Submit Reports). When this link is selected, report types for which you have authorization to submit to Hanfa's reporting system open.
Select the “PROSPEKTI” (Prospects) report.

5.3.1. Report: PROSPEKTI (Prospects)
If you selected the PROSPEKTI report, this view will appear.
Here you submit the application for prospect approval and all documentation attached to the application. The Application (Form ZP from Annex II) is submitted in PDF format and must be signed with a qualified electronic signature. Documentation attached to Form ZP is submitted in PDF format and does not need to be signed with a qualified electronic signature, unless a power of attorney for representing the Applicant (e.g., legal counsel's power of attorney) is attached, which must always be submitted as a separate PDF document signed with the Applicant's qualified electronic signature. The final draft prospect is always submitted signed with a qualified electronic signature by all persons as prescribed by the Prospect Regulation and the Securities Market Act. You submit the final draft prospect in the “Final Draft Prospect” field. When submitting the application/signature/documentation file, click “Odaberi datoteku” / “Browse” (depending on the browser language Chrome / Internet Explorer). Then select the file stored on your computer that you intend to submit to Hanfa's reporting system in PDF format. Select the file so its name is loaded into the File name field and click “Open”. Repeat the procedure for “Potpis” (Signature). Finally, click “Predaj” (Submit) and the file will be delivered. Upon successful data submission, you will receive a system confirmation.

5.4. Downloading confirmation
You will receive the confirmation of successful submission by clicking “Potvrde” (Confirmations) on the left menu.
Click the PDF icon next to the desired report to download the confirmation.
The confirmation is prepared in PDF format and looks as follows (example):

5.5. Inability to submit data
In justified cases of technical inability to submit or improperly executed submission (e.g., system failure, inability to read received documentation, etc.), the Applicant may submit data to Hanfa's electronic contact point or via email at pisarnica@hanfa.hr.

6. TRANSITIONAL AND FINAL PROVISIONS
   This Technical Instruction enters into force on the day of its adoption and will be published on Hanfa's website.
   The provisions of this Technical Instruction regarding signing with a qualified electronic signature begin to apply from April 1, 2023. Until March 31, 2023, issuers and offerors may use advanced electronic signatures in addition to qualified electronic signatures. Upon entry into force of this Technical Instruction, the Technical Instruction for the preparation and electronic submission of applications for prospect approval in electronic form dated January 27, 2021 (CLASS: 011-02/21-01/04, REFERENCE NO: 326-01-60-62-21-1) ceases to be valid. CLASS: 011-01/23-01/03 REFERENCE NO: 326-01-60-62-23-1 Zagreb, January 19, 2023. PRESIDENT OF THE MANAGEMENT BOARD dr. sc. Ante Žigman

Annex I.
ACCESS FORM for using the electronic submission system for applications for prospect approval and attached documentation, as well as other submissions related to public offers and admission of securities to regulated markets

1. Data on the physical or legal person (issuer, offeror, person seeking admission to regulated market) – Applicant
   ______________________________________________________________________________ name of the entity (issuer, offeror, person seeking admission to regulated market) ______________________________________________________________________________ seat and address of the entity (issuer, offeror, person seeking admission to regulated market) ______________ __________________________ TIN (OIB) phone number for contact
2. Data on the physical person authorized to submit applications for prospect approval and attached documentation, as well as other submissions related to public offers and admission of securities to regulated markets
   ____________________ __________________________ first and last name ID number ________ signature of the person authorized to represent the Applicant M.P.
   In [Place], on [Date]

Annex II.
FORM ZP
SUBMISSION OF APPLICATIONS AND OTHER SUBMISSIONS IN ACCORDANCE WITH THE TECHNICAL INSTRUCTION FOR PREPARATION AND ELECTRONIC SUBMISSION OF APPLICATIONS FOR PROSPECT APPROVAL IN CONNECTION WITH PUBLIC OFFERS AND ADMISSION OF SECURITIES TO REGULATED MARKETS Instructions for submitting documentation electronically:

• mark Form ZP with an X in the box next to each document being submitted
• a single Form ZP may simultaneously submit multiple applications and submissions; in that case, mark each application and submission submitted via this Form ZP with an X in the box next to it
• the application or submission is submitted in PDF format and must be signed with a qualified electronic signature by the Applicant or proxy
• each application or submission must be accompanied by an explanation as documentation, in PDF format, which does not need to be signed with a qualified electronic signature
• supporting documentation attached to the application or submission is submitted in PDF format (as one document or multiple separate documents, at the Applicant's/proxy's choice) and does not need to be signed with a qualified electronic signature
• exceptionally, if a power of attorney for representing the Applicant (e.g., legal counsel's power of attorney) is attached to the application or submission in electronic form, it must be submitted as a separate PDF document signed with the Applicant's qualified electronic signature; otherwise, the power of attorney is submitted to Hanfa as an original or notarized copy via postal service or in person
• the final draft prospect and statements are always submitted signed with a qualified electronic signature by all persons as prescribed by the Prospect Regulation and the Securities Market Act.
  Types of documentation submitted electronically:
  A) APPLICATION (the application is this form in PDF format, which must be signed with a qualified electronic signature by the Applicant or proxy):
  ☐ application for approval of prospect
  ☐ application for approval of registration document / universal registration document ☐ application for approval of summary and securities advertisement ☐ application for approval of supplement to prospect, registration document, or universal registration document ☐ application for approval of omission of information in the prospect or its constituent parts ☐ application to notify the competent authority of the home Member State about approval of prospect, registration document, or universal registration document ☐ application to notify the competent authority of the home Member State about approval of supplement to prospect, registration document, or universal registration document ☐ application for approval of transfer of prospect approval to the competent authority of another Member State or approval of acceptance of transfer of prospect approval from the competent authority of another Member State B) SUBMISSION (the form is in PDF format, which must be signed with a qualified electronic signature by the Applicant or proxy; submitted following a previously submitted application or when fulfilling post-approval obligations, related to):
  ☐ amendments to prospect
  ☐ amendments to supplement to prospect, registration document, or universal registration document ☐ amendments to registration document / universal registration document ☐ amendments to summary and securities advertisement ☐ amendments relating to omission of information in the prospect or its constituent parts ☐ amendments relating to notification to the competent authority of the home Member State about approval of prospect, registration document, or universal registration document ☐ amendments relating to notification to the competent authority of the home Member State about approval of supplement to prospect, registration document, or universal registration document ☐ amendments relating to transfer of prospect approval to the competent authority of another Member State or approval of acceptance of transfer ☐ notice on final offer price and quantity of securities ☐ final terms and summary of final terms, if not included in the prospect or supplement to prospect ☐ other comments / explanations / statements related to the application C) SUPPORTING DOCUMENTATION ATTACHED TO APPLICATION/SUBMISSION (submitted in PDF format as one document or multiple separate documents, at the Applicant's/proxy's choice, and does not need to be signed with a qualified electronic signature, except power of attorney for representing the Applicant (e.g., legal counsel's power of attorney), final draft prospect, and statements which must be signed with a qualified electronic signature):
  ☐ explanation for application submitted via this form with basic data on the Applicant and securities to which the application relates ☐ explanation for submission submitted via this form / explanation of each individual amendment and supplement to the draft prospect following Hanfa's comments ☐ draft prospect, registration document, or universal registration document ☐ draft supplement to prospect, registration document, or universal registration document ☐ draft summary and securities advertisement ☐ cross-reference list (if necessary) ☐ list of information included in the prospect by reference (if necessary) ☐ copy of notarial minutes from the issuer's shareholders' meeting where the decision on issuance, offer, and/or admission of those securities was made, or decision by the competent body (management and/or supervisory board) regarding the same ☐ power of attorney for representing the Applicant (e.g., legal counsel's power of attorney) (if submitted electronically with the application) ☐ confirmation of fee payment to Hanfa ☐ documentation on final offer price and number of offered securities ☐ final terms and summary of final terms, if not included in the prospect or supplement to prospect ☐ other documentation and information related to public offer and admission of securities to regulated markets